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12/09/2025
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July 9, 2025
Dear Chair Rodrigues and Vice Chair Comerford,
On behalf of the Greater Boston Chamber of Commerce and our over 1,200 members, I write to offer testimony in support of S.684, An Act relative to the Massachusetts Uniform Commercial Code. This bill makes important updates to the Commonwealth’s laws governing commercial transactions and ensures we remain competitive with our peer states by keeping pace with legal and technological developments over the past decade. I urge you to pass this important legislation this session.
The Uniform Commercial Code (UCC) is a set of common, default rules governing commercial transactions that are widely adopted by every state. Adopting the UCC allows parties in different states to conduct business and make commercial transactions across state lines knowing that the law is substantially the same. The UCC operates as default rules – parties to any particular transaction can agree to different terms in a contract. However, if there is no such agreement, the UCC will apply. These default rules offer legal clarity and certainty and provide businesses with confidence to engage in commerce with entities across the United States knowing they operate under a blanket of similar laws.
A product of a multi-year process by the Uniform Law Commission and the American Law Institute involving a 20-person drafting committee and 350 industry observers, S.684 incorporates 2022 recommendations for critical updates to the UCC involving a variety of commercial transactions.
Addressing advances in technology involving digital assets, electronic records, and hybrid transactions while also updating obsolete terms, S.684 modernizes the UCC to reflect changes in the economy, incorporates common business practices such as digital signatures and the use of electronic documents, and provides baseline rules for new types of transactions involving blockchain and electronic payment rights, among others, between today’s businesses. Like the current UCC adopted by Massachusetts, these updated rules reflect widely accepted approaches to governing these practices to facilitate commercial activity across the country.
These important updates have been adopted by six additional states following our previous testimony to the Joint Committee on Financial Services, bringing the total to 30 states and the District of Columbia. Passage of S.684 is important for the Commonwealth’s economic competitiveness by facilitating commerce across state lines through a common legal standard in these new areas of economic activity and growth. Passed by competitor states like California, New Hampshire and Rhode Island and under consideration in neighboring states such as New York and Connecticut, adopting the changes recommended by the Uniform Law Commission and contained in S.684 is crucial to maintaining a dynamic and innovative economy in the Commonwealth. You can read more about the specific UCC updates here.
I urge the Committee to report out S.684 favorably.
Sincerely,
James E. Rooney President and CEO
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